According to the Company Law in Singapore, every organization must hire a company secretary. The primary job of a company secretary is to ensure that the business is complying with all relevant rules and regulations. Moreover, a corporate secretary keeps board members informed about their business responsibilities and legal obligations. This article will tell you about the appointment, role, responsibilities and importance of a company secretary as stated in the Company Law.
Appointment of Corporate Secretary
Section 171(1) of Companies Act Chap 50 states that every organization must appoint at least one company secretary who should be a natural person and a resident of Singapore. It is the responsibility of the company director(s) to hire a company secretary within six months of registration of the company.
If an organization has only one director or shareholder, he/she cannot act as the company secretary. It means that you have to appoint another person as corporate secretary. Typically, company secretaries are appointed at the time of company incorporation.
Roles and Responsibilities
The Singapore Companies Act does not specify the roles and responsibilities of company secretaries. Generally, they are in charge of the managerial and record management functions explained in the law. The company secretary guarantees the company directors that all of its legal guidelines and regulatory obligations are being followed.
The Accounting and Corporate Regulatory Authority (ACRA) has determined the duties of a company secretary:
1. Maintaining Statutory Registers
The corporate secretary must maintain and update the statutory registers, such as the register of members, register of charges and register of stakeholders.
2. Protect the Company Seal
Protecting the company seal to avoid any illegal and malicious activity is the solemn duty of a company secretary.
3. Send Notices and Agendas
Whenever the directors want to call a meeting, the company secretary sends the notices and agendas of the meeting to different members and shareholders. Preparing agendas and organizing meetings is a critical part of the company secretary’s responsibilities.
4. Implement the Company Constitution
The most basic duty of a company secretary is to ensure that the organization and its directors are following all the rules and regulations given by Singapore law, as well as the constitution of the company.
5. Prepare Accounts
A company secretary must prepare all accounts of the company as per the company law guidelines. If the organization has hired an accounting firm in Singapore, the corporate secretary must work with them to produce reliable and transparent results.
6. Company Identity
A company secretary must make sure that the company’s official name and entity number are accurately written on all business letters, agendas and other official correspondence.
7. Filing Statutory Forms
Filing statutory forms is one of the most important responsibilities of a company secretary because missing a deadline can result in serious legal issues. Hence, company secretaries must work with accounting firms in Singapore to file all of the essential documents with the registrar, as well as ACRA and other legal authorities.
The company secretary must ensure that the company is properly insured, along with its directors, officers and other employees.
9. Update Changes in the Company
Whenever there is a change in a Singapore company, the company secretary must update the official documents to reflect this change and inform ACRA. Examples of such changes include a change of the registered office, the appointment of a new director, amending the company constitution, changing the company name and many others.
10. Communication with Shareholders
Company secretaries have obligations towards shareholders as well. They must regularly communicate with the stakeholders to ensure that the organization is working in their best interests. Distributing financial statements with complete transparency and including shareholders in the annual general meeting are some of the duties of a company secretary towards shareholders.
In a Nutshell
Company secretaries play a crucial role in the success of any business. Their duties have a great impact on the overall company’s growth and performance. Hiring an experienced and qualified company secretary ensures that all of the functions listed above are performed smoothly and professionally, which will assist your company to make a great success. For more information, feel free to get in touch with us.